Freddie Mac Single-Family Seller/Servicer Guide 1402.6 — Warehouse Lender requirements

This section contains the requirements for Pledged eMortgages to be delivered to Freddie Mac for sale. The contents of Form 994SF, Warehouse Lender and Freddie Mac Pledged eMortgage Agreement, are incorporated by this reference into the Seller/Servicer’s Purchase Documents and are made a part thereof. ■ Becoming a Freddie Mac-approved eMortgage Warehouse Lender ■ Delivery and Transfer of Control to Freddie Mac ■ Accepted purchase offer ■ Declined purchase offer ■ Amendments to Chapter 6305 ■ Ancillary Custodial Documents ■ eNote certification ■ Termination of procedures (a) Becoming a Freddie Mac-approved eMortgage Warehouse Lender The Seller/Servicer may deliver eMortgages that are pledged to Freddie Mac’s approved eMortgage Warehouse Lender (https://sf.freddiemac.com/working-with-us/electronicloan-documents/emortgage-ready-participants#warehouse-lenders) to Freddie Mac or a Freddie Mac-approved third-party eNote custodian, from time to time, that are eligible for purchase under the Seller/Servicer’s Purchase Documents. If the Seller/Servicer wishes to deliver eMortgages that are pledged to a Warehouse Lender that is not approved for eMortgages, the Warehouse Lender must contact the Freddie Mac eMortgage Team ([email protected]) to determine its eligibility and obtain Freddie Mac’s prior written approval. The approval process consists of review of the eNote Vault System used by the Warehouse Lender according to the process described in the table below and the Warehouse Lender executing and delivering a completed Form 994SF to Freddie Mac. Either the original paper Form 994SF signed by the Warehouse Lender must be sent to Freddie Mac by mail or a scanned copy of the Warehouse Lender signed Form 994SF must be electronically delivered to Freddie Mac at [email protected]. eNote Vault System Requirements If the eNote Vault System was not previously reviewed by Freddie Mac: If the eNote Vault System was previously reviewed by Freddie Mac (https://sf.freddiemac.com/working-withus/electronic-loan-documents/emortgageready-participants#vendors): ■ The Warehouse Lender must (or cause its System Provider to) provide a demonstration of the eNote Vault System for Freddie Mac’s review ■ The Warehouse Lender must complete testing that includes verification of integration with MERS® eRegistry and eDelivery systems, among other things ■ Freddie Mac may, at its sole discretion, request additional information concerning the System and associated processes and procedures for further analysis ■ The Warehouse Lender must complete testing that includes verification of integration with MERS® eRegistry and eDelivery systems, among other things ■ Freddie Mac may, at its sole discretion, request additional information concerning the System and associated processes and procedures for further analysis Despite Freddie Mac’s review of the Warehouse Lender’s eNote Vault System:

i. The Warehouse Lender remains solely responsible and liable for any error, omission, System malfunction and/or negligence caused by: the System Provider, the eNote Vault System and/or the Warehouse Lender; and

ii. Freddie Mac undertakes no responsibility and/or liability whatsoever in connection with any error, omission, System malfunction and/or negligence caused by the System Provider, the eNote Vault System and/or the Warehouse Lender in connection with Warehouse Lender’s use of such eNote Vault System The Warehouse Lender must provide the Freddie Mac eMortgage Team ([email protected]) with 90 days’ advance written notice and complete the Freddie Mac review process outlined in table above in case of any significant proposed change to the Warehouse Lender’s eNote Vault System. Significant proposed changes to the Warehouse Lender’s eNote Vault System are those that may materially and adversely affect the performance of the Warehouse Lender’s eNote Vault System and include, but are not limited to, any change that would be reasonably likely to adversely affect the enforceability of the eNotes or other eMortgage documents or compliance with E-SIGN and/or the UETA. Additionally, if the Warehouse Lender wishes to use an eNote Vault System that is different from what was communicated at the time of initial approval, the Warehouse Lender must provide the Freddie Mac eMortgage Team ([email protected]) with 90 days’ advance written notice and complete the Freddie Mac review process outlined in the table above. (b) Delivery and Transfer of Control to Freddie Mac If the Warehouse Lender or its agent has previously accepted the delivery and Transfer of Control and Location of the eNote, then the Seller/Servicer, Warehouse Lender and Freddie Mac agree that Warehouse Lender or its agent will: ■ eDeliver the related Pledged eNotes from Warehouse Lender or its agent’s eNote Vault System to Freddie Mac’s or a Freddie Mac-approved third-party eNote custodian’s eNote Vault System using MERS® eDelivery; and ■ Transfer Control to Freddie Mac and Location to either Freddie Mac or the Freddie Macapproved third-party eNote custodian, as applicable, using MERS eRegistry If the Warehouse Lender desires to be in the Secured Party field, then the Seller/Servicer, Warehouse Lender and Freddie Mac agree that Seller/Servicer having Control of the eNote will: ■ Populate the Secured Party field with the Warehouse Lender’s MERS eRegistry organizational identifier and Secured Party Delegatee field with the Warehouse Lender’s delegatee’s MERS eRegistry organizational identifier, as applicable ■ eDeliver the related Pledged eNotes from Seller/Servier’s eNote Vault System to Freddie Mac’s or a Freddie Mac-approved third-party eNote custodian’s eNote Vault System using MERS eDelivery; and ■ Transfer Control to Freddie Mac and Location to either Freddie Mac or the Freddie Macapproved third-party eNote custodian, as applicable, using MERS eRegistry Freddie Mac or the applicable Freddie Mac-approved third-party eNote custodian will maintain and store the related Pledged eNotes for Warehouse Lender’s benefit commencing on the date and at the time the eRegistry reflects that Freddie Mac is the Controller and Freddie Mac or the Freddie Mac-approved third-party eNote custodian is the Location of the related Pledged eNotes in the MERS eRegistry. (c) Accepted purchase offer If Freddie Mac accepts Seller/Servicer’s purchase offer, Freddie Mac shall purchase the Pledged eMortgages and related Pledged eNotes by sending the Purchase Proceeds, on the Funding Date or Settlement Date, by wire transfer in accordance with the wire transfer instructions in Form 996E, executed and delivered by Warehouse Lender to Freddie Mac. Upon Freddie Mac sending the Purchase Proceeds, Seller/Servicer’s and/or Warehouse Lender’s: ■ Rights, title and/or interest in such Pledged eMortgages and related Pledged eNotes shall be immediately, automatically, absolutely and unconditionally conveyed, transferred and assigned to Freddie Mac; and/or ■ Security interest in or lien upon such Pledged eMortgages and related Pledged eNotes shall be immediately, automatically, absolutely and unconditionally released and relinquished to Freddie Mac. Thereafter, Freddie Mac shall be the sole and absolute owner of any and all rights, title, interest in such Pledged eMortgages and related Pledged eNotes, free and clear of any and all claims, interests, security interests and/or liens. (d) Declined purchase offer Seller/Servicer agrees that if Freddie Mac declines to purchase the Pledged eMortgages, Warehouse Lender or its agent will: ■ Accept the eDelivery of related Pledged eNotes back to Warehouse Lender or its agent’s eNote Vault from Freddie Mac’s or a Freddie Mac-approved third-party eNote custodian’s eNote Vault using MERS eDelivery; and ■ Accept the Transfer of Control from Freddie Mac and Location from Freddie Mac or the Freddie Mac-approved third-party eNote custodian, as applicable, of such related Pledged eNotes using MERS eRegistry If the Warehouse Lender desires to be in the Secured Party field, then the Seller/Servicer and Warehouse Lender agree that Freddie Mac or the Freddie Mac-approved third-party eNote custodian, as applicable, will populate the Secured Party field with the Warehouse Lender’s MERS eRegistry organizational identifier and the Secured Party Delegatee field with the Warehouse Lender’s delegatee’s MERS eRegistry organization identifier, as applicable, and transfer the Control and Location of the eNote to Seller/Servicer using MERS eRegistry. (e) Amendments to Chapter 6305 In connection with delivery of eMortgages pursuant to this Chapter 1402, Chapter 6305 is amended and supplemented as follows. Section 6305.1 is supplemented and amended to add the following definitions “Pledged eMortgages” and “Pledged eNotes” and paragraph as the final terms in Section 6305.1: ■ “Pledged eMortgages” means the same thing as “Pledged Mortgages,” as defined in Section 6305.1, except that the evidence of indebtedness for a Pledged eMortgage is an eNote (Transferable Record) governed by the UETA and/or E-SIGN ■ “Pledged eNotes” means the eNotes that are pledged to the Warehouse Lender together with the related “Pledged eMortgages,” as defined above” ■ “For eMortgages, whenever the terms “Pledged Mortgages” and “Notes” are used in Chapter 6305, substitute the terms “Pledged eMortgages” and related “Pledged eNotes” (f) Ancillary Custodial Documents Seller/Servicer must concurrently deliver paper ancillary Custodial Documents to its Document Custodian or Designated Custodian, as applicable, which shall store and maintain custody and possession of such paper documents under Seller/Servicer’s Custodial Agreement, Form 1035, Document Custodial Agreement: Single-Family Mortgages, at the time Seller/Servicer instructs the Warehouse Lender to: ■ Deliver to Freddie Mac or a Freddie Mac-approved third-party eNote custodian certain Pledged eNotes related to certain Pledged eMortgages that are eligible for purchase by Freddie Mac under Seller/Servicer’s Purchase Documents; and ■ Transfer Controller and Location status of the related Pledged eNotes, registered in the MERS® eRegistry, to Freddie Mac or the Freddie Mac-approved third-party eNote custodian, as applicable In the event Freddie Mac does not purchase certain Pledged eMortgages and related Pledged eNotes, Seller/Servicer is responsible for arranging for the return of the ancillary Custodial Documents from the Document Custodian or Designated Custodian, as applicable. (g) eNote certification After Seller/Servicer’s delivery of Pledged eMortgages and related Pledged eNotes to Freddie Mac or a Freddie Mac-approved third-party eNote custodian, but before each Settlement Date/Funding Date for such Pledged eMortgages and related Pledged eNotes, all such related Pledged eNotes will be automatically certified by Freddie Mac or automatically/manually certified by the Freddie Mac-approved third-party eNote custodian, as applicable, provided the data meets the requirements of Section 1402.3(b). In the event automated certification is unavailable, Pledged eNotes that meet the data requirements of Section 1402.3(b) will be certified manually. (h) Termination of procedures The warehousing procedures and process set forth in this Section 1402.6 may be terminated by Seller/Servicer, Warehouse Lender or Freddie Mac by written notice delivered to the other parties. Such notice may specify an effective date for such termination, but in no event shall the termination be effective less than thirty (30) days after such notice is sent; provided, however, the provisions of Section 1402.6 shall automatically terminate on: ■ The date Freddie Mac disqualifies or suspends Seller/Servicer’s eligibility to sell Mortgages or eMortgages to or service Mortgages or eMortgages for Freddie Mac, or ■ The date of Seller/Servicer’s dissolution Notwithstanding anything contained herein, the Seller/Servicer’s Purchase Documents or any other agreement to the contrary: ■ Any and all representations, warranties, covenants, conveyances, assignments and transfers given by Seller/Servicer to Freddie Mac in connection with Freddie Mac’s purchase of eligible Pledged eMortgages, and ■ Any and all representations, warranties, covenants, conveyances, assignments, transfers, relinquishments and releases given by Warehouse Lender to Freddie Mac in connection with Freddie Mac’s purchase of eligible Pledged eMortgages These shall survive the termination hereof and shall remain in full force and effect and be valid and enforceable.